Common use of Deemed Collections Clause in Contracts

Deemed Collections. If on any day the outstanding balance of a Receivable is reduced or cancelled as a result of any defective or rejected goods or services, any cash discount or adjustment (including any adjustment resulting from the application of any special refund or other discounts or any reconciliation), any setoff or credit (whether such claim or credit arises out of the same, a related, or an unrelated transaction) or other reason not arising from the financial inability of the Obligor to pay undisputed indebtedness, (i) the applicable Originator shall be deemed to have received on such day a Collection on such Receivable in the amount of such reduction or cancellation and (ii) such Receivable shall thereupon be, or be deemed to be reconveyed to an Originator. If on any day any representation, warranty, covenant or other agreement of an Originator related to a Receivable is not true or is not satisfied, (i) such Originator shall be deemed to have received on such day a Collection in the amount of the outstanding balance of such Receivable and (ii) such Receivable shall thereupon be, or be deemed to be reconveyed to such Originator. Not later than the first Settlement Date after an Originator is deemed pursuant to this Section 3.2 to have received any Collections, such Originator shall transfer to Buyer, in immediately available funds, the amount of such deemed Collections; provided, however, that if no such application is required under the Second Tier Agreement, Buyer and such Originator may agree to reduce the outstanding principal amount of the Subordinated Note in lieu of all or part of such transfer. To the extent that Buyer subsequently collects any payment with respect to any such "receivable," Buyer shall pay the applicable Originator an amount equal to the amount so collected, such amount to be payable not later than the first Settlement Date after Buyer has so collected such amount.

Deemed Collections. If on any day the outstanding balance Outstanding Balance of a Receivable an Account is reduced or cancelled as a result of any defective or rejected goods or services, any cash discount or adjustment (including any adjustment resulting from the application of any special refund or other discounts or any reconciliation), any setoff or credit (whether such claim or credit arises out of the same, a related, or an unrelated transaction) or other reason not arising from the financial inability of the Obligor Account Debtor to pay undisputed indebtedness, (i) the applicable Originator shall be deemed to have received on such day a Collection on such Receivable Account in the amount of such reduction or cancellation and (ii) such Receivable shall thereupon be, or be deemed to be reconveyed to an Originatorcancellation. If on any day any representation, warranty, covenant or other agreement of an Originator related to a Receivable an Account is not true or is not satisfied, (i) such Originator shall be deemed to have received on such day a Collection in the amount of the outstanding balance Outstanding Balance of such Receivable Account and (ii) such Receivable Account shall thereupon be, or be deemed to be reconveyed to such Originator. Not later than the first Settlement Date second Business Day after an Originator is deemed pursuant to this Section 3.2 to have received any Collections, such Originator shall transfer to Buyer, in immediately available funds, the amount of such deemed Collections; provided, however, that if no such application is required an Over Formula Advance does not then exist under the Second Tier AgreementAgreement (whether or not caused by such deemed Collections), Buyer and such Originator may agree to reduce the outstanding principal amount of the Subordinated Note in lieu of all or part of such transfer. To the extent that Buyer subsequently collects any payment with respect to any such "receivable,account" that is deemed to have been reconveyed to an Originator pursuant to this Section 3.2, Buyer shall pay the applicable Originator an amount equal to the amount so collected, such amount to be payable not later than the first Settlement Date second Business Day after Buyer has so collected such amount.

Deemed Collections. If on any day the outstanding balance of a Receivable is reduced or cancelled as a result of any defective or rejected goods or services, any cash discount or adjustment (including any adjustment resulting from as a result of the application of any special refund or other discounts or any reconciliation), any setoff or credit (whether such claim or credit arises out of the same, a related, or an unrelated transaction) or other similar reason not arising from the financial inability of the Obligor to pay undisputed indebtedness, (i) the applicable Originator shall be deemed to have received on such day a Collection on such Receivable in the amount of such reduction or cancellation and (ii) such Receivable shall thereupon be, or be deemed to be reconveyed to an Originator. If on any day any representation, warranty, covenant or other agreement of an Originator related to a Receivable is not true or is not satisfied, (i) such Originator shall be deemed to have received on such day a Collection in the amount of the outstanding balance of such Receivable and (ii) such Receivable shall thereupon be, or be deemed to be reconveyed to such Originator. Not later than the first Settlement Date after an Originator is deemed pursuant to this Section 3.2 to have received any Collections, such Originator shall transfer to Buyer, in immediately available funds, the amount of such deemed Collections; provided, however, that if no such application is required under the Second Tier Agreement, Buyer and such Originator may agree to reduce the outstanding principal amount of the Subordinated Note in lieu of all or part of such transfer. To the extent that Buyer subsequently collects any payment with respect to any such "“receivable," ”, Buyer shall pay the applicable Originator an amount equal to the amount so collected, such amount to be payable not later than the first Settlement Date after Buyer has so collected such amount.

Deemed Collections. If on any day the outstanding balance of a Receivable is reduced or cancelled as a result of any defective or rejected goods or services, any cash discount or adjustment (including any adjustment resulting from as a result of the application of any special refund or other discounts or any reconciliation), any setoff or credit (whether such claim or credit arises out of the same, a related, or an unrelated transaction) or other similar reason not arising from the financial inability of the Obligor to pay undisputed indebtedness, (i) the applicable Originator shall be deemed to have received on such day a Collection on such Receivable in the amount of such reduction or cancellation and (ii) such Receivable shall thereupon be, or be deemed to be reconveyed to an Originator. If on any day any representation, warranty, covenant or other agreement of an Originator related to a Receivable is discovered to have been untrue or not true or is not satisfiedsatisfied as of the date such Receivable was sold, (i) such Originator shall be deemed to have received on such day a Collection in the amount of the outstanding balance of such Receivable and (ii) such Receivable shall thereupon be, or be deemed to be reconveyed to such Originator. Not later than the first Settlement Date after an Originator is deemed pursuant to this Section 3.2 to have received any Collections, such Originator shall transfer to Buyer, in immediately available funds, the amount of such deemed Collections; provided, however, that if no such application is required under the Second Tier Agreement, Buyer and such Originator may agree to reduce the outstanding principal amount of the Subordinated Note in lieu of all or part of such transfer. To the extent that Buyer subsequently collects any payment with respect to any such "receivable," ", Buyer shall pay the applicable Originator an amount equal to the amount so collected, such amount to be payable not later than the first Settlement Date after Buyer has so collected such amount.

Deemed Collections. If on any day the outstanding balance of a Receivable is reduced or cancelled as a result of any defective or rejected goods or services, any cash discount or adjustment (including any adjustment resulting from the application of any special refund or other discounts or any reconciliation), any setoff or credit (whether such claim or credit arises out of the same, a related, or an unrelated transaction) or other reason not arising from the financial inability of the Obligor to pay undisputed indebtedness, (i) the applicable Originator shall be deemed to have received on such day a Collection on such Receivable in the amount of such reduction or cancellation and (ii) such Receivable shall thereupon be, or be deemed to be reconveyed to an Originator. If on any day any representation, warranty, covenant or other agreement of an Originator related to a Receivable set forth in Section 4.2(a) and 4.2(g) is not true or is not satisfied, (i) such Originator shall be deemed to have received on such day a Collection in the amount of the outstanding balance of such Receivable and (ii) such Receivable shall thereupon be, or be deemed to be reconveyed to such Originator. Not later than the first Settlement Date after an Originator is deemed pursuant to this Section 3.2 to have received any Collections, such Originator shall transfer to Buyer, in immediately available funds, the amount of such deemed Collections; provided, however, that if no such application is required under the Second Tier Agreement, Buyer and such Originator may agree to reduce the outstanding principal amount of the Subordinated Note Notes in lieu of all or part of such transfer. To the extent that Buyer subsequently collects any payment with respect to any such "“receivable," ” Buyer shall pay the applicable Originator an amount equal to the amount so collected, such amount to be payable not later than the first Settlement Date after Buyer has so collected such amount.

Deemed Collections. If on any day the outstanding balance of a Receivable is reduced or cancelled as a result of any defective or rejected goods or services, any cash discount or adjustment (including any adjustment resulting from the application of any special refund or other discounts or any reconciliation), any setoff or credit (whether such claim or credit arises out of the same, a related, or an unrelated transaction) or other reason not arising from the financial inability of the Obligor to pay undisputed indebtedness, (i) the applicable Originator shall be deemed to have received on such day a Collection on such Receivable in the amount of such reduction or cancellation and (ii) such Receivable shall thereupon be, or be deemed to be reconveyed to an Originator. If on any day any representation, warranty, covenant or other agreement of an Originator related to a Receivable set forth in Section 4.2(a) and 4.2(g) is not true or is not satisfied, (i) such Originator shall be deemed to have received on such day a Collection in the amount of the outstanding balance of such Receivable and (ii) such Receivable shall thereupon be, or be deemed to be reconveyed to such Originator. Not later than the first Settlement Date after an Originator is deemed pursuant to this Section 3.2 to have received any Collections, such Originator shall transfer to Buyer, in immediately available funds, the amount of such deemed Collections; provided, however, that if no such application is required under the Second Tier Agreement, Buyer and such Originator may agree to reduce the outstanding principal amount of the Subordinated Note Notes in lieu of all or part of such transfer. To the extent that Buyer subsequently collects any payment with respect to any such "receivable," Buyer shall pay the applicable Originator an amount equal to the amount so collected, such amount to be payable not later than the first Settlement Date after Buyer has so collected such amount.

Deemed Collections. (a) If on any day the outstanding balance Outstanding Balance of a Receivable is reduced or cancelled as a result of any defective or rejected goods or services, any cash discount or adjustment (including any adjustment resulting from the application of any special refund or other discounts or any reconciliation), any setoff or credit (whether such claim or credit arises out of the same, a related, or an unrelated transaction) or any other reason not arising from the financial inability of the Obligor to pay undisputed indebtedness, (i) the applicable Originator Borrower shall be deemed to have received on such day a Collection on such Receivable in the amount of such reduction or cancellation and (ii) such Receivable shall thereupon be, or be deemed to be reconveyed to an Originatorcancellation. If on any day any representation, warranty, covenant or other agreement of the Borrower or an Originator related to a Receivable is not true or is not satisfied, (i) such Originator the Borrower shall be deemed to have received on such day a Collection in the amount of the outstanding balance Outstanding Balance of such Receivable and Receivable. All such Collections deemed received by the Borrower under this Section 2.06(a), subject to Section 2.06(b), shall be remitted by the Borrower to the Collection Account in accordance with Section 6.01. (iib) such Receivable shall thereupon be, or be deemed to be reconveyed to such Originator. Not later than At any time before the first Settlement Facility Maturity Date after an Originator that the Borrower is deemed pursuant to this Section 3.2 to have received any Collection under Section 2.06(a) (“Deemed Collections”) that derives from a Receivable that is otherwise reported as an Eligible Receivable, such Originator the Borrower shall transfer not be obligated to Buyer, in immediately available funds, deliver the amount of such deemed Collections; provided, however, that if no such application is required under the Second Tier Agreement, Buyer and such Originator may agree to reduce the outstanding principal amount of the Subordinated Note in lieu of all or part of such transfer. To the extent that Buyer subsequently collects any payment with respect to any such "receivable," Buyer shall pay the applicable Originator an amount equal Deemed Collections to the amount so collectedCollection Account if, after giving effect to such amount to be payable not later than the first Settlement Date after Buyer has so collected such amountDeemed Collections, there is no Borrowing Base Deficiency.

Deemed Collections. If on any day the outstanding balance of a Receivable is reduced or cancelled as a result of any defective or rejected goods or services, any cash discount or adjustment (including any adjustment resulting from as a result of the application of any special refund or other discounts or any reconciliation), any setoff or credit (whether such claim or credit arises out of the same, a related, or an unrelated transaction) or other similar reason not arising from the financial inability of the Obligor to pay undisputed indebtedness, (i) the applicable Originator shall be deemed to have received on such day a Collection on such Receivable in the amount of such reduction or cancellation cancellation. If any representation or warranty set forth in Section 4.2(a), (b), (e) and (iig) such Receivable shall thereupon be, or be deemed to be reconveyed to an Originator. If on of any day any representation, warranty, covenant or other agreement of an Originator related to a Receivable is not true or is not satisfiedsatisfied on the date such Receivable is sold hereunder or any Originator shall breach any covenant set forth in Section 5.1(i) or (j) related to a Receivable, (i) such Originator shall be deemed to have received on such day a Collection in the amount of the outstanding balance of such Receivable and (ii) such Receivable shall thereupon be, or be deemed to be reconveyed to such OriginatorReceivable. Not later than the first Settlement Date after an any Originator is deemed pursuant to this Section 3.2 to have received any Collections, such Originator shall transfer to Buyer, in Buyer immediately available funds, funds in the amount of such deemed Collections; provided, however, that if no such application is required under the Second Tier Agreement, Buyer and such the applicable Originator may agree to offset the Purchase Price to be paid for Receivables on such date by the amount of such deemed Collections or reduce the outstanding principal amount of the Subordinated Note in lieu of all or part of such transfer. To the extent that Buyer subsequently collects any payment receives Collections with respect to any such "receivable," Receivable, Buyer shall pay the applicable Originator an amount equal to the amount so collected, such amount to be payable not later than in the first Settlement Date after Buyer has so collected such amountsame manner and priority as deferred purchase price.

Deemed Collections. If on any day the outstanding balance of a Receivable is reduced or cancelled as a result of any defective or rejected goods services or services, any cash discount or adjustment (including any adjustment resulting from the application of any special refund or other discounts or any reconciliation)damaged cargo, any setoff or credit (whether such claim or credit arises out of the same, a related, or an unrelated transaction) or other similar reason not arising from the financial inability of the Obligor to pay undisputed indebtedness, (i) the applicable Originator shall be deemed to have received on such day a Collection on such Receivable in the amount of such reduction or cancellation and (ii) such Receivable shall thereupon be, or be deemed to be reconveyed to an Originator. If on any day any representation, warranty, covenant or other agreement of an Originator related to a Receivable is not true or is not satisfied, (i) such Originator shall be deemed to have received on such day a Collection in the amount of the outstanding balance of such Receivable and (ii) such Receivable shall thereupon be, or be deemed to be reconveyed to such Originator. Not later than the first Settlement last day of each month subsequent to the Closing Date after an that Originator is deemed pursuant to this Section 3.2 to have received any Collections, such Originator shall transfer to Buyer, in immediately available funds, or by setoff or adjustment of accounts between Originator and Buyer by way of a credit in favor of Buyer, the amount of any such deemed Deemed Collections; providedPROVIDED, howeverHOWEVER, that if no such application payment or adjustment is required under the Second Tier Agreement, Buyer and such Originator may agree to reduce the outstanding principal amount of the Subordinated Note in lieu of all or part of such transfer. To the extent that Buyer subsequently collects any payment with respect to any such "receivable," Receivable, Buyer shall pay the applicable Originator an amount equal to the amount so collected, such amount to or an appropriate adjustment of the accounts between Originator and Buyer, in favor of Originator, shall be payable made, not later than the first Settlement Date last day of the month after Buyer has so collected any such amountReceivable.

Deemed Collections. (a) If on any day the outstanding balance Outstanding Balance of a Receivable is reduced or cancelled as a result of any defective or rejected goods or services, any cash discount or adjustment (including any adjustment resulting from the application of any special refund or other discounts or any reconciliation), any setoff or credit (whether such claim or credit arises out of the same, a related, or an unrelated transaction) or any other reason not arising from the financial inability of the any related Obligor to pay undisputed indebtedness, (i) the applicable Originator Borrower shall be deemed to have received on such day a Collection on such Receivable in the amount of such reduction or cancellation and (ii) such Receivable shall thereupon be, or be deemed to be reconveyed to an Originatorcancellation. If on any day any representation, warranty, covenant or other agreement of the Borrower or an Originator related to a Receivable is not true or is not satisfied, (i) such Originator the Borrower shall be deemed to have received on such day a Collection in the amount of the outstanding balance Outstanding Balance of such Receivable and (ii) Receivable. All such Collections deemed received by the Borrower under this Section 2.06(a), subject to Section 2.06(b), shall be remitted by the Borrower to the Collection Account pertaining to such Receivable shall thereupon be, or be deemed to be reconveyed to such Originator. Not later than in accordance with Section 6.01. (b) At any time before the first Settlement Facility Maturity Date after an Originator that the Borrower is deemed pursuant to this Section 3.2 to have received any Collection under Section 2.06(a) (“Deemed Collections”) that derives from a Receivable that is otherwise reported as an Eligible Receivable, such Originator the Borrower shall transfer not be obligated to Buyer, in immediately available funds, deliver the amount of such deemed Collections; provided, however, that if no such application is required under the Second Tier Agreement, Buyer and such Originator may agree Deemed Collections to reduce the outstanding principal amount of the Subordinated Note in lieu of all or part of such transfer. To the extent that Buyer subsequently collects any payment with respect to any such "receivable," Buyer shall pay the applicable Originator an amount equal Collection Account if, after giving effect to the amount so collectedsuch Deemed Collections, such amount to be payable not later than the first Settlement Date after Buyer has so collected such amountthere is no Borrowing Base Deficiency.

Deemed Collections. If on any day the outstanding balance of a Receivable is reduced or cancelled as a result of any defective or rejected goods or services, any cash discount or adjustment (including any adjustment resulting from the application of any special refund or other discounts or any reconciliation), any setoff or credit (whether such claim or credit arises out of the same, a related, or an unrelated transaction) or other reason not arising from the financial inability of the Obligor to pay undisputed indebtedness, (i) the applicable Originator shall be deemed to have received on such day a Collection on such Receivable in the amount of such reduction or cancellation and (ii) such Receivable shall thereupon be, or be deemed to be reconveyed to an Originatorcancellation. If on any day any representation, warranty, covenant or other agreement of an Originator related to a Receivable is not true or is not satisfied, (i) such Originator shall be deemed to have received on such day a Collection in the amount of the outstanding balance of such Receivable and (ii) such Receivable shall thereupon be, or be deemed to be reconveyed to such Originator. Not later than the first Settlement Date after an Originator is deemed pursuant to this Section 3.2 to have received any Collections, such Originator shall transfer to Buyer, in immediately available funds, the amount of such deemed Collections; provided, however, that if no such application is required under the Second Tier Agreement, Buyer and such Originator may agree to reduce the outstanding principal amount of the Subordinated Note in lieu of all or part of such transfer. To the extent that Buyer subsequently collects any payment with respect to any such "“receivable," ” that is deemed to have been reconveyed to an Originator pursuant to this Section 3.2, Buyer shall pay the applicable Originator an amount equal to the amount so collected, such amount to be payable not later than the first Settlement Date after Buyer has so collected such amount.

Deemed Collections. (a) If on any day the outstanding balance of a Receivable is reduced or cancelled as a result of any defective or rejected goods services or servicesdamaged or missing cargo, any cash discount or adjustment (including any adjustment resulting from the application of any special refund or other discounts or any reconciliation), any setoff or credit (whether such claim or credit arises out of the same, a related, or an unrelated transaction) or other similar reason not arising from the financial inability of the Obligor to pay undisputed indebtedness, (i) the applicable Originator Seller shall be deemed to have received on such day a Collection on such Receivable in the amount of such reduction or cancellation and (ii) such Receivable shall thereupon be, or be deemed to be reconveyed to an Originatorthe applicable Seller, subject to satisfaction of Section 3.2(b). If on any day any representation, warranty, covenant or other agreement of an Originator a Seller related to a Receivable is not true or is not satisfiedsatisfied on such day (or if any such representation or warranty is made as of another day, then on such other day), (i) such Originator the applicable Seller shall be deemed to have received on such day a Collection in the amount of the outstanding balance of such Receivable and (ii) such Receivable shall thereupon be, or be deemed to be be, reconveyed to such Originator. the applicable Seller, subject to satisfaction of Section 3.2(b). (b) Not later than the next succeeding Business Day (commencing with the first Settlement Date after an Originator such date to occur subsequent to the Closing Date), to the extent that a Seller is deemed at any time pursuant to this Section 3.2 to have received any Collections, such Originator Seller shall transfer to Buyer, in immediately available funds, or by setoff or adjustment of accounts between such Seller and Buyer by way of a credit in favor of Buyer, the amount of any such deemed CollectionsDeemed Collections received at any such time; provided, however, that if no such application payment or adjustment is required under the Second Tier Agreement, Buyer and such Originator Seller may agree to reduce the outstanding principal amount of the applicable Subordinated Note in lieu of all or part of such transfer. To the extent that Buyer subsequently collects any payment with respect to any such "receivable," Receivable, Buyer shall pay the applicable Originator Seller an amount equal to the amount so collected, or an appropriate adjustment of the accounts between the applicable Seller and Buyer, in favor of such amount to Seller, shall be payable made, not later than the first Settlement Date after Business Day following the day on which Buyer has so collected any such amountReceivable. (c) If requested by the Buyer, the Administrative Agent or the Co-Collateral Agents at least 10 Business Days before any Payment Date in respect of Yield, the Buyer’s Collection Agent shall, at least two Business Days before such date, prepare and forward to the Buyer and the Administrative Agent a Receivables Activity Report of the Buyer’s Collection Agent, as of the close of business of the Buyer’s Collection Agent on the last day of the immediately preceding Yield Period, setting forth the calculation of the actual purchase price for each Receivable, Related Security and Collections sold, transferred and assigned during such Yield Period, and the reconciliation of how the purchase price has been paid reflecting the cash advanced from the Buyer to each Seller during such Yield Period, the adjustments to and current balance, if any, due from the Buyer to each Seller under the applicable Subordinated Note and the amount of any capital contribution pursuant to Section 2.3(b), and the amount of additional cash, if any, to be paid by the Buyer to each Seller on such Payment Date in respect of Yield.

Deemed Collections. If on any day the outstanding balance Outstanding Balance of a Receivable is reduced or cancelled as a result of any defective or rejected goods or services, any cash discount or adjustment (including any adjustment resulting from as a result of the application of any special refund or other discounts or any reconciliation), any setoff or credit (whether such claim or credit arises out of the same, a related, or an unrelated transaction) or other similar reason not arising from the financial inability of the Obligor to pay undisputed indebtedness, (i) the applicable Originator shall be deemed to have received on such day a Collection on such Receivable in the amount of such reduction or cancellation and (ii) such Receivable shall thereupon be, or be deemed to be reconveyed to an Originator. If on any day any representation, warranty, covenant or other agreement of an Originator related to a Receivable is not true or is not satisfied, (i) such Originator shall be deemed to have received on such day a Collection in the amount of the outstanding balance of such Receivable and (ii) such Receivable shall thereupon be, or be deemed to be reconveyed to such Originator. Not later than the first Settlement Date after an Originator is deemed pursuant to this Section 3.2 to have received any Collections, such Originator shall transfer to Buyer, in immediately available funds, the amount of such deemed Collections; provided, however, that if no such application is required under the Second Tier Agreement, Buyer and such Originator may agree to reduce the outstanding principal amount of the such Originator’s Subordinated Note in lieu of all or part of such transfer. To the extent that Buyer subsequently collects any payment with respect to any such "“receivable," ”, Buyer shall pay the applicable such Originator an amount equal to the amount so collected, such amount to be payable not later than the first Settlement Date after Buyer has so collected such amount.

Deemed Collections. If on any day the outstanding balance of a Receivable is reduced or cancelled as a result of any defective or rejected goods or services, any cash discount or adjustment (including any adjustment resulting from as a result of the application of any special refund or other discounts or any reconciliation), any setoff or credit (whether such claim or credit arises out of the same, a related, or an unrelated transaction) or other similar reason not arising from the financial inability of the Obligor to pay undisputed indebtedness, (i) the applicable Originator shall be deemed to have received on such day a Collection on such Receivable in the amount of such reduction or cancellation and (ii) such Receivable shall thereupon be, or be deemed to be reconveyed to an Originator. If on any day any representation, warranty, covenant or other agreement of an Originator related to a Receivable is discovered to have been untrue or not true satisfied as of the date such Receivable was sold or is not satisfiedcontributed, (i) such Originator shall be deemed to have received on such day a Collection in the amount of the outstanding balance of such Receivable and (ii) such Receivable shall thereupon be, or be deemed to be reconveyed to such Originator. Not later than the first Settlement Date after an After Originator is deemed pursuant to this Section 3.2 to have received any Collections, such Originator shall transfer to Buyer, in immediately available funds, the amount of such deemed CollectionsDeemed Collections on the date that is the later to occur of (i) the Settlement Date following such receipt and (ii) the second Business Day following such receipt; provided, however, that if no such application is required under the Second Tier Agreement, Buyer and such Originator may agree to reduce the outstanding principal amount of the Subordinated Note in lieu of all or part of such transfer. To the extent that Buyer subsequently collects any payment with respect to any such "receivable," ", Buyer shall pay the applicable Originator an amount equal to the amount so collected, such amount to be payable not on the date that is the later than to occur of (i) the first Settlement Date after Buyer has so collected following receipt of such amount and (ii) the Second Business Day following such receipt of such amount.

Deemed Collections. If on any day the outstanding balance of a Receivable is reduced or cancelled as a result of any defective or rejected goods or services, any cash discount or adjustment (including any adjustment resulting from as a result of the application of any special refund or other discounts or any reconciliation), any setoff or credit (whether such claim or credit arises out of the same, a related, or an unrelated transaction) or other similar reason not arising from the financial inability of the Obligor to pay undisputed indebtedness, (i) the applicable Originator shall be deemed to have received on such day a Collection on such Receivable in the amount of such reduction or cancellation and (ii) such Receivable shall thereupon be, or be deemed to be reconveyed to an Originatorcancellation. If on any day any representation, warranty, covenant or other agreement of an Originator related to a Receivable is not true or is not satisfied, (i) such Originator shall be deemed to have received on such day a Collection in the amount of the outstanding balance of such Receivable and (ii) Receivable. All such Receivable shall thereupon be, or be Collections deemed to be reconveyed to such Originator. Not later than the first Settlement Date after an received by Originator is deemed pursuant to under this Section 3.2 shall be remitted by Originator to have received any Collections, Buyer within one Business Day after such Originator shall transfer to Buyer, deemed receipt in immediately available funds, the amount of such deemed Collections; provided, however, that if no such application is required under the Second Tier Agreement, Buyer and such Originator may agree to reduce the outstanding principal amount of the Subordinated Note in lieu of all or part of such transfer. To the extent that Buyer subsequently collects any payment receives Collections with respect to any such "receivable," Receivable, Buyer shall pay the applicable Originator an amount equal to the amount so collected, such amount to be payable not later than in the first Settlement Date after Buyer has so collected such amountsame manner and priority as deferred purchase price.

Deemed Collections. If on any day the outstanding balance of a Receivable sold hereunder is reduced or cancelled as a result of any defective or rejected goods or services, any cash discount or adjustment (including any adjustment resulting from as a result of the application of any special refund or other discounts or any reconciliation), any setoff setoff, credit or credit bona fide dispute (whether such claim or credit credit, bona fide dispute arises out of the same, a related, or an unrelated transaction) ); provided, however, that such reductions or other reason cancellations shall not include any amounts arising from the credit risk of the related Obligor, or the refusal or the financial inability of the Obligor related Obligor, to pay undisputed indebtedness, (i) the applicable Originator shall be deemed to have received on such day a Collection on such Receivable in the amount of such reduction or cancellation and (ii) such Receivable shall thereupon be, or be deemed to be reconveyed to an Originator. If on any day any representation, warranty, covenant or other agreement of an Originator related to a Receivable is discovered to have been untrue or not true satisfied in any material respect as of the date such Receivable was sold or is not satisfiedcontributed hereunder, (i) such Originator shall be deemed to have received on such day a Collection in the amount of the outstanding balance of such Receivable and (ii) such Receivable shall thereupon be, or be deemed to be reconveyed to such Originator. Not later than the first Settlement Date after an After Originator is deemed pursuant to this Section 3.2 to have received any Collections, such Originator shall transfer to Buyer, in immediately available funds, the amount of such Deemed Collections on the date that is the later to occur of (i) the Settlement Date following such deemed Collectionsreceipt and (ii) the second Business Day following such deemed receipt; provided, however, that if no such application is required under the Second Tier Agreement, Buyer and such Originator may agree to reduce the outstanding principal amount of the Subordinated Note in lieu of all or part of such transfer. To the extent that Buyer subsequently collects any payment with respect to any such "receivable," Receivable that was previously reconveyed to Originator, Buyer shall pay the applicable Originator an amount equal to the amount so collected, such amount to be payable not on the date that is the later than to occur of (i) the first Settlement Date after Buyer has so collected following receipt of such amount and (ii) the second Business Day following such receipt of such amount.

Deemed Collections. If on any day the outstanding balance of a Receivable is reduced or cancelled as a result of (i) any defective or rejected goods or services, (ii) any cash discount or adjustment (including any adjustment resulting from as a result of the application of any special refund or other discounts or any reconciliation), (iii) any setoff or credit (whether such claim or credit arises out of the same, a related, or an unrelated transaction) or (iv) any other reason not arising from except the financial inability of the Obligor to pay undisputed indebtedness, (i) the applicable related Originator shall be deemed to have received on such day a Collection on such Receivable in the amount of such reduction or cancellation and (ii) such Receivable shall thereupon be, or be deemed to be reconveyed to an Originatorcancellation. If on any day (i) any representation, warranty, covenant or other agreement of an Originator related to a Receivable is not true or is not satisfiedsatisfied as of the date such Receivable was conveyed to Buyer, or (iii) such Originator has not taken the action required to be taken by it with respect to a Receivable under Section 5.3, such Originator shall be deemed to have received on such day a Collection in the amount of the outstanding balance of such Receivable and (ii) Receivable. All such Receivable shall thereupon be, or be Collections deemed to be reconveyed to received by such Originator. Not later than the first Settlement Date after an Originator is deemed pursuant to under this Section 3.2 to have received any Collections, shall be remitted by such Originator shall transfer to Buyer, Buyer within one Business Day after such deemed receipt in immediately available funds, the amount of such deemed Collections; provided, however, that if no such application is required under the Second Tier Agreement, Buyer and such Originator may agree to reduce the outstanding principal amount of the Subordinated Note of such Originator in lieu of all or part of such transfer. To the extent that Buyer subsequently collects any payment receives Collections with respect to any such "receivable," Receivable, Buyer shall pay the applicable such Originator an amount equal to the amount so collected, such amount to be payable not later than in the first Settlement Date after Buyer has so collected such amountsame manner and priority as deferred purchase price.

Deemed Collections. If on any day the outstanding balance of a Receivable is reduced or cancelled as a result of any defective or rejected goods or services, any cash discount or adjustment (including any adjustment resulting from the application of any special refund or other discounts or any reconciliation), any setoff or credit (whether such claim or credit arises out of the same, a related, or an unrelated transaction) or other similar reason not arising from the financial inability of the Obligor to pay undisputed indebtedness, (i) the applicable Originator Seller shall be deemed to have received on such day a Collection on such Receivable in the amount of such reduction or cancellation cancellation; provided, however, that such reductions and (ii) such Receivable cancellations shall thereupon benot include any amounts arising from the refusal of an Obligor to pay undisputed indebtedness, the credit risk of an Obligor or the financial inability of an Obligor to pay undisputed indebtedness, or be deemed to be reconveyed to an Originatorfor which reimbursement would constitute recourse for any such amounts. If on any day any representation, warranty, covenant or other agreement of an Originator the Seller related to a Receivable is not true or is not satisfied, (i) such Originator the Seller shall be deemed to have received on such day a Collection in the amount of the outstanding balance of such Receivable and (ii) such Receivable shall thereupon be, or be deemed to be reconveyed to such Originator. Not later than the first Settlement Date after an Originator is deemed pursuant to this Section 3.2 to have received any Collections, such Originator shall transfer to Buyer, in immediately available funds, the amount of such deemed CollectionsReceivable; provided, however, that if no such application is required under deemed Collections shall not include any amounts arising from the Second Tier Agreementrefusal of an Obligor to pay undisputed indebtedness, Buyer and such Originator may agree the credit risk of an Obligor or the financial inability of an Obligor to reduce the outstanding principal amount of the Subordinated Note in lieu of all pay undisputed indebtedness, or part of such transfer. To the extent that Buyer subsequently collects for which reimbursement would constitute recourse for any payment with respect to any such "receivable," Buyer shall pay the applicable Originator an amount equal to the amount so collected, such amount to be payable not later than the first Settlement Date after Buyer has so collected such amount.such

Deemed Collections. (a) If on any day the outstanding balance Unpaid Balance of a any Pool ------------------ Receivable is (i) reduced as a result of any defective, rejected or returned merchandise or services, any cash discount, any allowances or billing errors, any trade-in or trade-up, any adjustment by Originator or any Affiliate of Originator or any early termination, refinancing, prepayment, consolidation or replacement of the Contract related to such Receivable, (ii) reduced or cancelled as a result of any defective or rejected goods or services, any cash discount or adjustment (including any adjustment resulting from the application a setoff in respect of any special refund claim or other discounts dispute by the Obligor thereof against Originator or any reconciliation), Affiliate of Originator or any setoff or credit other Person (whether such claim or credit arises out of the same, same or a related, related or an unrelated transaction), (iii) or other reason not arising from the financial inability reduced on account of the Obligor obligation of Originator or an Affiliate of Originator to pay undisputed indebtednessto the related Obligor any rebate or refund, or (iiv) otherwise is less than the applicable amount reported by Originator in (or for purposes of) any Purchase Report, or any Periodic Report or Payout Statement delivered pursuant to the Securitization Agreement, then, on such day, Originator shall be deemed to have received on such day a Collection on of such Pool Receivable in the amount of such reduction or cancellation or, the difference between the actual Unpaid Balance and the amount reported by Originator, as applicable. (iib) such Receivable shall thereupon be, or be deemed to be reconveyed to an Originator. If on any day it is determined that any representationof the representations or warranties of Originator set forth in Section 4.4, warranty, covenant 4.11 or other agreement of an Originator related to a Receivable is 4.17 are not true or is not satisfiedas to any Receivable, (i) such Originator shall be deemed to have received on such day a Collection of such Receivable in the amount of the outstanding balance Unpaid Balance of such Receivable and (ii) such Receivable shall thereupon be, or be deemed to be reconveyed to such Originator. Not later than the first Settlement Date after an Originator is deemed pursuant to this Section 3.2 to have received any Collections, such Originator shall transfer to Buyer, in immediately available funds, the amount of such deemed Collections; provided, however, that if no such application is required under the Second Tier Agreement, Buyer and such Originator may agree to reduce the outstanding principal amount of the Subordinated Note in lieu of all or part of such transferReceivable. To the extent that Buyer the Company subsequently collects any payment receives Collections with respect to any such "receivable," Buyer Receivable, the Company shall pay the applicable Originator an amount equal to the amount so collected, such amount to be payable not . (c) Not later than the Reporting Date occurring in the first Settlement Fiscal Period after the Business Day on which Originator is deemed, pursuant to this Section ------- 3.2, to have received any Collections, the amount of any such Collections shall --- be applied as a credit for the account of the Company against the purchase price of Receivables subsequently purchased by the Company from the Originator hereunder (which credit may be in a form of an adjustment to the Unpaid Balance of such subsequently purchased Receivables); provided, however, if the purchase -------- ------- price for such subsequent purchases of Receivables is less than the amount of such credit, the amount of such credit (i) shall be paid in cash to the Company by the Originator, or (ii) shall be deducted from the principal amount outstanding under the Company Note in each case on such Reporting Date; provided -------- further, however, that at any time (y) on or after a Termination Event under the ------- ------- Securitization Agreement or (z) on or after the Purchase Termination Date, the amount of any such credit shall be paid by Originator to the Company by deposit in immediately available funds into the Lock-Box Account for application by Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on the later to occur of (A) the Business Day on which Originator is deemed to have received the applicable Collections, and (B) such Termination Event or Purchase Termination Date after Buyer has so collected such amount(as the case may be). (d) Each Purchase Report shall include a calculation of the aggregate reductions described in Section 3.2(a) or (b) relating to the Receivables since -------------- --- the last Purchase Report delivered hereunder.